As the BGC (Board Governance Committee) Chair serving as the Alternate Chair in accordance with the DotAsia Board Governance Framework (BGC-001: https://dot.asia/BGC-001/), I would like to bring you a few clarifications to expel the recent disinformation by Mr. Disini aimed at harming DotAsia:

1. As recommended by the legal advice obtained by the EC (Election Committee), due to an uncertainty of the membership status of one of the Sponsor Member voters at the time of the vote during the 2023 board elections, the Directors elected by the Sponsor Members in the Board Elections 2023 should be considered not to have been duly appointed and a by-election for such vacancies should be conducted.  This is a continuation of the Board Elections 2023 in accordance with the Board Elections Procedures (BGC-004: https://dot.asia/BGC-004/) already in place and not a call for any new election.  After the board’s acceptance of the EC report on Nov 3, 2023, there are 4 remaining directors (not 3 as stated in Mr. Disini’s email):

- Alireza Saleh

- Akinori Maemura

- Satish Babu

- Edmon Chung

2. The full Clause 52 of DotAsia’s M&A (https://www.dot.asia/policies/DotAsia%20M&A%202009-06-26.pdf) reads as follows:

“The quorum for a meeting of the Board shall be not less than six (6) of the Directors for the time being provided that if, within half an hour from the time appointed for the meeting, a quorum is not present, the meeting shall be adjourned to such other day, time and place as those present may determine and if, at the adjourned meeting, a quorum is not present within half an hour from the time appointed for the meeting the Directors present, provided there are not less than two such Directors present, shall be a quorum.”

Moreover, clause 55 specifies that:

“The continuing Directors may continue to act, and to carry out all the functions of the Board notwithstanding any vacancy.”

In GPS’s (Georgiou Payne Stewien LLP) legal advice included in the EC report (points 15 & 16), specifically referred to the above clause, stating that:

“We therefore recommend that the remaining directors (including the two directors appointed by the Co-Sponsor Members) can continue to exercise the powers granted to the Board notwithstanding that there are four vacancies in place of the Affected Directors.”

The current caretaker Board, although has less than 6 directors, had strictly followed the above clauses and legal advice to conduct its meetings to facilitate the by-election so that vacancies can be filled.  All the procedures are in compliance with Hong Kong laws.

3. Regarding .MO, as mentioned by MONIC in their email on Feb 7, “…we should further confirm with CTT on the appointment of voting representative.”, which we understand that was complete.  A voting representative was confirmed afterwards from MONIC to participate and vote in the election.  It was actually a very simple matter, yet Mr. Disini appears to have decided to fabricate a story around this for his continuous attack on DotAsia and Edmon even after clarification from MONIC.  We are sorry that our member MONIC had to face disinformation and inappropriate comments from Mr. Disini.

The DotAsia Board would like to emphasize again that it stands by the EC report along with its accompanying legal advice, and the DotAsia team’s integrity throughout the process.  It is unfortunate that we continue to observe disruption from Mr. Disini.  As mentioned by Jordan in his email on Oct 24, “this sort of behaviour is obviously inconsistent with Joel's role as a director of this company” and that “he should not be a director”.  We also note that current, former as well as candidate DotAsia Board Directors are bound by their legal fiduciary duties and the DotAsia Code of Conduct (BGC-002: https://dot.asia/BGC-002/).  Expected standards of behavior should be observed during DotAsia activities including on this members' mailing list.  Harassment is not to be tolerated.

We urge all DotAsia members to contemplate the facts and work together to expel such disruption from DotAsia so that we can continue our mandated work and contribute to the community in an effective manner.

With kind regards,

Satish Babu
Alternate Chair

DotAsia Board